AgdaPkt 2000-02-28 - Laserfiche WebLink

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3b-13 g. Attendance at the closing, and issuing the legal opinion of NGK&E to the City with respect to such Bonds, with a reliance letter to the underwriter, stating that the Bonds are validly issued under the laws of the State of California and the interest thereon is excluded from gross income for federal income tax purposes.. 2. Compensation. For provision of the services to be rendered pursuant to this Agreement, the City shall pay NGK&E a fee of $50,000. In addition, the City shall reimburse NGK&E for any out-of-pocket expenses incurred by it in the course of this engagement, such as reproduction and printing costs, word processing time, long distance telephone calls, travel at the request of the City and similar items, in an amount not to exceed $5,000. Said fee and reimbursement are payable only upon issuance of the Bonds, and shall be paid from Bond proceeds. In the event NGK&E is requested to perform additional work outside of its normal and customary services as disclosure counsel, such as litigation, NGK&E will be paid additional compensation therefor following the submission of monthly, itemized bills at the hourly rate of the attorney performing such services; provided, however, there shall be no additional compensation due NGK&E under the paragraph without the prior approval of the City. ~ 3. Assignment. This Agreement may be assigned by the City to any other issuer of the securities as may be necessary to consummate the Transaction, without the consent of but with notice to NGK&E. 4. No Guarantees; Entire Agreement. Nothing in this Agreement and nothing in our statements to you should be construed as a guarantee or promise about the outcome of the Transaction or any phase thereof. We make no such guarantees or promises. Comments about the course or outcome of the Transaction or any phase thereof which we may make from time to time are expressions of opinion only. The written Agreement constitutes the entire Agreement between the parties hereto with respect to NGK&E services and neither party has been induced to make or enter into this Agreement by reason or promise, agreement, representation, statement or warranty other than as herein contained. 5. Waiver of Potential Conflict of Interest; Other Representation. This Agreement requests a waiver of certain potential and actual conflicts of interest regarding NGK&E's representation of Electronic Arts, Inc. (the "Company"). NGK&E propos~s to represent the City as bond counsel with regard to the Transaction. At the same time, we have previously represented the Company and its interests with regard to its property in the Redwood Shores area in the City, in matters unrelated to the Transaction. Under the Rules of Professional Conduct, it is necessary to disclose the nature of the potential conflict to the City and to obtain its consent to NGK&E's representation as bond counsel for the Transaction. If you are comfortable with the foregoing disclosure, we ask that you execute this Agreement, indicating the City's willingness to waive the potential and actual conflicts described above. Such execution acknowledges the potential for a conflict of interest between the City and the Company as described above and waives the potential conflict. We will obtain a similar waiver from the Company. 2 Bcagr.doc ,~.".,_.. "'--"'T ., .